Common use of Restrictions on Unvested Shares Clause in Contracts

Restrictions on Unvested Shares. Subject to the limitations contemplated herein, the Seller Parties shall be entitled to the voting and dividend rights generally granted to holders of Buyer Shares with regards to the Earn-Out Shares, including Unvested Shares; provided that the Unvested Shares may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by any Seller Party or be subject to execution, attachment or similar process without the consent of Buyer, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Unvested Shares shall be null and void. Notwithstanding the foregoing, transfers, assignments and sales by a Seller Party of the Unvested Shares are permitted (i) as a bona fide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Seller Party; (iii) by will or intestate succession upon the death of the Seller Party; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (v) if such Seller Party is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Seller Party, or (B) to partners, limited liability company members, Affiliates or stockholders of the Seller Party, including, for the avoidance of doubt, where the Seller Party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (C) by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) pursuant to transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the corporation’s securityholders having the right to exchange their shares of Buyer Stock for cash, securities or other property; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.